KEEN OCEAN INTERNATIONAL HOLDING LIMITED

Transcription

1 Unless otherwise defined, terms and expressions used in this announcement have the same meanings as those defined in the prospectus dated 17 February 2016 (the Prospectus ) issued by Keen Ocean International Holding Limited (the Company ). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Placing before deciding whether or not to invest in the Placing Shares thereby being offered. Prospective investors of the Placing Shares should note that the Bookrunner and Lead Manager (for itself and on behalf of the Underwriter) is entitled to terminate the Underwriting Agreement by giving notice in writing to the Company upon the occurrence of any of the events stated in the paragraph headed Grounds for termination in the Underwriting section of the Prospectus at any time prior to 8:00 a.m.(hong Kong time) on the Listing Date. KEEN OCEAN INTERNATIONAL HOLDING LIMITED (incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING Number of Placing Shares : 60,000,000 Shares Placing Price : HK$0.55 per Placing Share excluding brokerage fee of 1.0%, SFC transaction levy of % and Stock Exchange trading fee of 0.005% (payable in full on application subject to refund on final pricing) Nominal value : HK$0.01 per Share Stock code : 8070 Sponsor LY Capital Limited Bookrunner and Lead Manager Guotai Junan Securities (Hong Kong) Limited 1

2 The Placing Price has been determined at HK$0.55 per Placing Share (excluding brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%). Based on the Placing Price of HK$0.55 per Placing Share, the net proceeds to be received by the Company from the Placing, after deducting the underwriting commission, the Stock Exchange trading fee and SFC transaction levy for the Placing Shares and the fees and expenses in connection with the Placing, are estimated to be approximately HK$16.0 million. The 60,000,000 Placing Shares offered under the Placing have been fully subscribed. Pursuant to the Placing, a total of 60,000,000 Shares have been conditionally allocated to a total of 124 selected professional, institutional and other investors. The Directors confirmed that to the best of their knowledge and belief, all placees under the Placing are independent of and not connected with the Company and any of the Directors, chief executive, Controlling Shareholders, or Substantial Shareholders of the Company or any of its subsidiaries, and their respective close associates (as defined in the GEM Listing Rules) or any person or group of persons as stated in Rule 10.12(4) of the GEM Listing Rules or any nominees of the foregoing. No placee, individually, has been or will be placed more than 10% of the enlarged issued share capital of the Company immediately after completion of the Placing and the Capitalisation Issue. The Directors also confirmed that there will not be any new Substantial Shareholder within the meaning of the GEM Listing Rules immediately after completion of the Placing and the Capitalisation Issue. Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of not less than 25% of its total issued share capital at the time when the Shares commence dealings on GEM and at all times thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, not more than 50% of the Shares in public hands at the time of Listing shall be owned by the three largest public Shareholders. The Directors confirm that, immediately after completion of the Placing, the public float of the Company will be 30% of the enlarged issued share capital of the Company, and not more than 50% of the Shares in public hands at the time of Listing will be owned by the three largest public Shareholders. 2

3 Dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Wednesday, 24 February Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is Investors should be aware that the concentration of Shareholders may affect the liquidity of the Shares in the secondary market. Consequently, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. PLACING PRICE AND USE OF PROCEEDS Pursuant to the price determination agreement dated 18 February 2016 entered into between the Company and the Bookrunner and Lead Manager (for itself and on behalf of the Underwriter), the Placing Price has been determined at HK$0.55 per Placing Share (excluding brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%). Based on the Placing Price of HK$0.55, the net proceeds to be received by the Company from the Placing, after deducting the underwriting commission, the Stock Exchange trading fee and SFC transaction levy and the fees and expenses in connection with the Placing, are estimated to be approximately HK$16.0 million. The Directors intend to apply such net proceeds of the Placing in accordance with the purposes set forth in the section headed Statement of Business Objectives and Use of Proceeds in the Prospectus in the following manner: (a) approximately HK$11.6 million, representing approximately 72% of the net proceeds from the Placing for the investment cost for the design and development of the new product, namely high power switching mode power supply for audio equipment and reactors, as to approximately HK$2.2 million as promotion and marketing costs, HK$2.1 million as design and development costs, HK$5.1 million for material preparation and HK$2.2 million for machinery and equipment cost; (b) approximately HK$1.4 million, representing approximately 9% of the net proceeds from the Placing for the promotion of existing products and solidifying the relationship with existing customers; (c) approximately HK$1.4 million, representing approximately 9% of the net proceeds from the Placing for increasing the automation level of existing production facilities; and 3

4 (d) approximately HK$1.6 million, representing approximately 10% of the net proceeds from the Placing, will be used towards working capital and other general corporate purposes. LEVELS OF INDICATIONS OF INTERESTS UNDER THE PLACING The 60,000,000 Placing Shares offered under the Placing have been fully subscribed. RESULTS OF ALLOCATION Pursuant to the Placing, 60,000,000 Placing Shares have been conditionally allocated to a total of 124 selected professional, institutional and other investors. The distribution of the Placing Shares is set out as below: Aggregate number of Placing Shares allocated Aggregate percentage of the total number of Placing Shares allocated (i.e. 60,000,000 Shares) Approximate percentage of the enlarged issued share capital of the Company immediately after the completion of the Placing and the Capitalisation Issue (i.e. 200,000,000 Shares) Top placee 9,000, % 4.5% Top 5 placees 31,095, % 15.55% Top 10 placees 43,390, % 21.70% Top 25 placees 56,790, % 28.40% Number of Placing Shares allocated Number of placees 5,000 to 50, ,001 to 500, ,001 to 1,000, ,000,001 to 5,000, ,000,001 and above 2 Total: 124 4

5 The Directors confirmed that to the best of their knowledge and belief, all placees under the Placing are independent of and not connected with the Company and any of the Directors, chief executive, Controlling Shareholders, or Substantial Shareholders of the Company or any of its subsidiaries, and their respective close associates (as defined under the GEM Listing Rules) or any person or group of persons as stated in Rule 10.12(4) of the GEM Listing Rules or any nominees of the foregoing. None of the Placing Shares subscribed by the placees has been financed directly or indirectly by a Director, chief executive, Controlling Shareholders or Substantial Shareholders of the Company or any of its subsidiaries, or a respective close associate (as defined under the GEM Listing Rules) of any of them, and none of the placees is accustomed to taking instructions from a Director, chief executive, Controlling Shareholder or Substantial Shareholders of the Company or any of its subsidiaries, or a respective close associate (as defined under the GEM Listing Rules) of any of them in relation to the acquisition, disposal, voting or other disposition of shares of the Company registered in his/her/its name or otherwise held by him/her/it. No placee will, individually, has been or will be placed with more than 10% of the enlarged issued share capital of the Company immediately after completion of the Placing and the Capitalisation Issue. To the best of their knowledge and belief, the Directors also confirmed that there will not be any new Substantial Shareholder within the meaning of the GEM Listing Rules immediately after completion of the Placing and the Capitalisation Issue. Investors should be aware that the concentration of Shareholders may affect the liquidity of the Shares. Consequently, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. MINIMUM PUBLIC FLOAT REQUIREMENT Pursuant to Rule 11.23(2)(b) of the GEM Listing Rules, the Shares in public hands should, as at the time of Listing, be held among at least 100 persons. Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of at least 25% of its total issued share capital at the time when the Shares commence dealings on GEM and of the Listing and at all times thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, not more than 50% of the Shares in public hands at the time of the Listing shall be owned by the three largest public Shareholders. The Directors confirmed that, immediately after completion of the Placing and the Capitalisation Issue, the public float of the Company will be 30% of the enlarged issued share capital of the Company, and not more than 50% of the Shares in public hands at the time of the Listing will be owned by the three largest public Shareholders. 5

6 DEPOSIT OF SHARE CERTIFICATES INTO CCASS Subject to the granting of the listing of, and permission to deal in, the Shares on GEM and the compliance by the Company with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date (i.e., Wednesday, 24 February 2016) or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS. No receipt will be issued for subscription monies for the Placing Shares. The Company will not issue temporary documents of title. The share certificates issued in respect of the Placing Shares will be deposited into CCASS on or about Tuesday, 23 February 2016 for credit to the respective CCASS participants stock account or investor participants stock accounts designated by the Underwriters, the placees or their agents (as the case may be) based on their respective instructions. Prospective investors of the Placing Shares should note that the Bookrunner and Lead Manager (for itself and on behalf of the Underwriter) are entitled to terminate the Underwriting Agreement by giving notice in writing to the Company upon the occurrence of any of the events stated in the paragraph headed Grounds for termination in the Underwriting section of the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. In the event that the Underwriting Agreement is terminated, an announcement will be published by the Company on the Stock Exchange s website at and the Company s website at All share certificates will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. on the Listing Date (i.e. Wednesday, 24 February 2016). 6

7 COMMENCEMENT OF DEALINGS Dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Wednesday, 24 February If there is any change to the expected timetable, an announcement will be published immediately by the Company on the Stock Exchange Website at and the Company s website at Shares will be traded in board lot of 5,000 Shares each. The stock code for the Shares is Hong Kong, 23 February 2016 By Order of the Board Keen Ocean International Holding Limited Chung Chi Hang, Larry Chairman As at the date of this announcement, the executive Directors are Messrs. Chung Chi Hang, Larry, Chung Tin Shing and Wong Shek Fai, Johnson; and the independent non-executive Directors are Messrs. Wong Choi Chak, Li Chung Pong, Stephen and Tang Sze Wo. This announcement, for which the Directors jointly and severally accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and (ii) there are no matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. This announcement will remain on the Stock Exchange s website at for at least 7 days from the date of its posting. This announcement will also be published on the Company s website at 7